RTB Digital names Liz Truss to board, media push

Rhea-AI Filing Summary

RTB Digital, Inc. (RTB), which operates as Roundtable, reports that former United Kingdom Prime Minister Liz Truss has joined its Board of Directors and will focus on forming a European Press Coalition using Roundtable’s media operating system to support human-led, professional journalism.

The company states it has assembled an audience exceeding 100 million within a $100 million marketplace shared by dozens of premium media brands and hundreds of professional journalists, positioning Truss to help curate and expand this ecosystem. Roundtable describes its platform as an AI/DeFi-powered enterprise media operating system aimed at monetizing and distributing professional media while protecting human-created journalism. The report and accompanying press release also contain forward-looking statements about post-merger operations, Nasdaq listing status, capital needs, user growth, and potential accretive transactions in 2026, all subject to risks and uncertainties discussed in the company’s SEC filings.

8-K Event Classification

2 items: 7.01, 8.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Ecosystem audience size: Over 100,000,000 users Marketplace size: $100,000,000 marketplace Board appointment date: September 18, 2026 +2 more

5 metrics

Ecosystem audience size Over 100,000,000 users Audience assembled by Roundtable’s media ecosystem

Marketplace size $100,000,000 marketplace Value of Roundtable’s marketplace shared by media brands and journalists

Board appointment date September 18, 2026 Date of press release announcing Liz Truss joining the Board

Exchange listing Nasdaq Capital Market Listing venue for RTB common stock

Par value of common stock $0.001 per share Par value of RTB Digital’s common stock

Key Terms

Regulation FD, forward-looking statements, Nasdaq Capital Market, DeFi, +2 more

6 terms

Regulation FD regulatory

"The information contained in this under Item 8.01 is deemed to be “furnished” to satisfy Regulation FD"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

forward-looking statements regulatory

"This press release includes information that constitutes forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Nasdaq Capital Market market

"Common Stock, par value $0.001 per share RTB The Nasdaq Stock Market LLC (Nasdaq Capital Market)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

DeFi financial

"Roundtable has developed the world’s most advanced media operating system, powered by DeFi and AI"

DeFi, short for decentralized finance, is a system of financial services built on blockchain technology that operates without traditional banks or intermediaries. It allows people to borrow, lend, trade, and earn interest directly with each other through digital platforms, much like using a peer-to-peer marketplace. For investors, DeFi offers the potential for greater access, transparency, and control over their financial activities.

Web3 technical

"The Web3 platform was developed over years by digital pioneers and co-founders"

An approach to the internet that uses decentralized technologies (like blockchains and smart contracts) to give users control over data, identity and digital assets instead of relying on a single company. For investors it matters because it enables new business models—token-based ownership, marketplaces and governance structures—but also brings higher volatility, novel revenue streams and regulatory uncertainty, so investment outcomes can be very different from traditional tech.

Enterprise Media Operating System technical

"Roundtable (NASDAQ: RTB) is the world’s only AI/DeFi-powered Enterprise Media Operating System"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RTB Digital, Inc. (RTB) announce in this 8-K?

RTB Digital announced that Liz Truss, former UK Prime Minister, has joined its Board of Directors and will focus on forming a European Press Coalition using Roundtable’s media operating system to support professional, human-led journalism.

What role will Liz Truss play at RTB Digital (RTB)?

Liz Truss will serve on RTB Digital’s Board of Directors and focus on forming a European Press Coalition, leveraging Roundtable’s media operating system to empower high-quality, human-led journalism and help ensure a sustainable future for professional media.

How large is Roundtable’s current media ecosystem according to RTB (RTB)?

Roundtable states it has assembled an audience exceeding 100 million within a $100 million marketplace, shared by dozens of premium media brands and hundreds of professional journalists participating in its media operating system.

What business does RTB Digital (RTB) describe in this filing?

RTB Digital describes Roundtable as an AI/DeFi-powered Enterprise Media Operating System integrating distribution, publishing, monetization, community, syndication and DeFi payment operations to power professional and major media brands on a Web3 platform.

Does the RTB (RTB) 8-K contain forward-looking statements?

Yes. The company includes forward-looking statements about merger-related effects, post-merger operations, Nasdaq listing status, capital availability, business expansion, user growth, and accretive 2026 transactions, all subject to risks and uncertainties described in its SEC filings.

On what date did RTB Digital (RTB) issue the press release about Liz Truss?

The press release announcing Liz Truss’s appointment to the Board of Directors is dated September 18, 2026 and is filed as Exhibit 99.1 to the current report on Form 8-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2026

RTB Digital, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-34294		22-3962936
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4300 University Way, Suite C
Seattle, WA 98105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (855) 201-1613

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RTB		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Reference is made to the disclosure in Item 8.01 of this Current Report on Form 8-K (this “Form 8-K”), which disclosure is incorporated herein by reference. The Press Release (as defined below) is filed herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Form 8-K under Item 8.01, including Exhibit 99.1 attached hereto, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof. The information set forth in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Forward-Looking Statements

This Form 8-K, including Exhibit 99.1 attached hereto, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding the timing and effects of the merger transaction and the integration of the business of RTB into the combined post-merger company and the effects of the overall merger transaction and future operations of the post-merger company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, such as the post-merger company being able to maintain its listing on Nasdaq for the common stock, having sufficient capital for its operations and planned business expansion, and developing its business and capturing users for its services. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

1

Item 8.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name of Exhibit
99.1*		Press Release, dated September 18, 2026
104*		Cover Page Interactive Data File (embedded within the inline XBRL document).

* Filed or furnished herewith

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RTB Digital, Inc.
	By:	/s/ James Heckman
		Name:	James Heckman
		Title:	Chief Executive Officer

Dated: September 18, 2026

3

Exhibit 99.1

Former United Kingdom Prime Minister Liz Truss Joins Roundtable Board of Directors, to Lead European Press Coalition

Truss joins Roundtable founder’s 35 year history of empowering professional journalism, with providing advanced technology for major media coalitions.

LONDON, Sept.18, 2026 (GLOBE NEWSWIRE) – Roundtable (Nasdaq: RTB) CEO James Heckman today announced The Rt. Hon Liz Truss has joined its Board of Directors and will focus on forming a European Press Coalition, leveraging Roundtable’s media operating system, to empower the highest-quality journalism to self-support. After 14 years serving Great Britain as Prime Minister, Parliamentarian, Foreign Secretary, International Trade Secretary and Chief Secretary to the Treasury, Truss brings a distinguished record of public service and commitment to a free press.

“Liz embodies Britain’s tradition of sophisticated engagement across political, media and civic constituencies through decades of thoughtful leadership, open debate and commitment to a free press,” said James Heckman, CEO of Roundtable. “Our Board believes she is the perfect partner to advance our mission to protect and empower human-led, professional journalism.”

“Great Britain has one of the world’s richest traditions of independent journalism and most respected media brands. Yet professional media faces unprecedented technological and economic challenges, particularly from AI and global technology platforms,” said Truss. “I’m honored to join Roundtable’s distinguished technology leaders and senior media executives, offering the highest level of technology - purpose-built for human-led, professional media.

“Our free press is a historic national treasure worth protecting, and forming a literal Roundtable of leading professionals can ensure great journalism, created by the human mind and spirit, has a sustainable future.”

Roundtable has now assembled an audience exceeding 100 million, a $100 million marketplace - which is shared by dozens of premium media brands and hundreds of professional journalists. Liz Truss is ideally positioned to help curate and expand the highest quality journalism within that ecosystem

Roundtable has developed the world’s most advanced media operating system, powered by DeFi and AI, ironically to protect human-created journalism from AI - by providing the tools, technology, global-scale monetization and self-sustaining distribution to empower this critical art to protect our human rights.

About Roundtable (RTB Digital, Inc.)

Roundtable (NASDAQ: RTB) is the world’s only AI/DeFi-powered Enterprise Media Operating System, integrating distribution, publishing, monetization, community, syndication and DeFi payment operations, powering professional and major media brands. The Web3 platform was developed over years by digital pioneers and co-founders, Eyal Hertzog, and James Heckman. For more information, visit rtb.io.

Cautionary Note Regarding Forward-Looking Statements

This press release includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements that are characterized by future or conditional words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such forward-looking statements include statements regarding the accretive transactions undertaken in 2026 and future operations and revenues of the company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, such as the company being able to maintain its listing on Nasdaq for the common stock, having sufficient capital for its acquisitions, operations and business expansion, and developing its business and capturing users for its services. Annualized and longer period revenue and business estimates are subject to the effect of macroeconomic events, to industry changes, to competitive forces, to client development and retention, to capital availability, and to many other operational factors; therefore, any financial forecasts offered by the Company must take into account the fact that the underlying assumptions may significantly change over time and projected results may substantively increase or decrease. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Investor Relations Contact: ir@roundtable.io

Public Relations Contact: press@roundtable.io

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB